<PAGE>
===============================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
KEYSTONE 700 EAST BONITA AVENUE
AUTOMOTIVE POMONA, CALIFORNIA 91767
INDUSTRIES,
INC.] NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, AUGUST 31, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Keystone
Automotive Industries, Inc. (the "Company") will be held at the Sheraton
Suites Fairplex, 601 West McKinley Avenue, Pomona, California 91768 at 10:00
a.m. (California Time) on August 31, 1998, for the following purposes:
(1) To elect the members of the Board of Directors to serve until the next
annual meeting of shareholders;
(2) To ratify the appointment of Ernst & Young LLP as independent
accountants for the Company for the 1999 fiscal year; and
(3) To transact such other business as may properly come before the meeting
or any adjournments thereof.
These items are more fully described in the accompanying Proxy Statement.
The Board of Directors has fixed the close of business on July 24, 1998 as the
record date for the determination of shareholders entitled to notice of, and
to vote at, the meeting. Only shareholders at the close of business on the
record date are entitled to vote at the meeting.
Accompanying this Notice are a Proxy and Proxy Statement. IF YOU WILL NOT BE
ABLE TO ATTEND THE MEETING TO VOTE IN PERSON, PLEASE COMPLETE, SIGN AND DATE
THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE PAID
ENVELOPE. The Proxy may be revoked at any time prior to its exercise at the
meeting.
By Order of the Board of Directors,
/s/ Ronald G. Brown
Ronald G. Brown
Chairman of the Board
Pomona California
July 31, 1998
<PAGE>
[LOGO OF KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
KEYSTONE 700 EAST BONITA AVENUE
AUTOMOTIVE POMONA, CALIFORNIA 91767
INDUSTRIES, ANNUAL MEETING OF SHAREHOLDERS
INC.] AUGUST 31, 1998
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished to the shareholders of Keystone Automotive
Industries, Inc., a California corporation (the "Company"), in connection with
the solicitation of proxies by and on behalf of the Board of Directors of the
Company. The proxies solicited hereby are to be voted at the Annual Meeting of
Shareholders of the Company to be held on August 31, 1998, and at any and all
adjournments thereof (the "Annual Meeting").
A form of proxy is enclosed for your use. The shares represented by each
properly executed unrevoked proxy will be voted as directed by the shareholder
executing the proxy. If no direction is made, the shares represented by each
properly executed unrevoked proxy will be voted "FOR" (i) the election of the
nominees for the Board of Directors set forth herein; and (ii) the
ratification of the appointment of Ernst & Young LLP as independent
accountants for the Company for the 1999 fiscal year. With respect to any
other item of business that may come before the Annual Meeting, the proxy
holders will vote the proxy in accordance with their best judgement.
Any proxy given may be revoked at any time prior to its exercise by filing
with James C. Lockwood, Secretary of the Company, an instrument revoking such
proxy or by the filing of a duly executed proxy bearing a later date. Any
shareholder present at the meeting who has given a proxy may withdraw it and
vote his or her shares in person if such shareholder so desires.
It is contemplated that the solicitation of proxies will be made primarily
by mail. Should it, however, appear desirable to do so in order to ensure
adequate representation of shares at the Annual Meeting, officers, agents and
employees of the Company may communicate with shareholders, banks, brokerage
houses and others by telephone, telegraph, or in person to request that
proxies be furnished. All expenses incurred in connection with this
solicitation will be borne by the Company. In following up the original
solicitation of proxies by mail, the Company may make arrangements with
brokerage houses and other custodians, nominees and fiduciaries to send
proxies and proxy material to the beneficial owners of the shares eligible to
vote at the Annual Meeting and will reimburse them for their expenses in so
doing. The Company has no present plans to hire special employees or paid
solicitors to assist in obtaining proxies, but reserves the option of doing so
if it should appear that a quorum otherwise might not be obtained. This Proxy
Statement and the accompanying form of proxy are first being mailed to
shareholders on or about July 31, 1998.
VOTING SECURITIES
Only holders of record of the Company's Common Stock at the close of
business on July 24, 1998 (the "Record Date") are entitled to notice of, and
to vote at, the Annual Meeting. As of the Record Date, the Company had issued
and outstanding 17,628,891 shares of Common Stock, the holders of which are
entitled to vote at the Annual Meeting. Each share of Common Stock that was
issued and outstanding as of the Record Date is entitled to one vote at the
Annual Meeting. The presence, in person or by proxy, of shareholders entitled
to cast at least a majority of the votes entitled to be cast by all
shareholders will constitute a quorum for the transaction of business at the
Annual Meeting.
Abstentions and broker non-votes are each included in the determination of
the number of shares present at the meeting for purposes of determining
whether a quorum is present. Abstentions are counted in tabulations of votes
cast on proposals presented to shareholders, but broker non-votes are not
counted for purposes of determining whether a proposal has been approved.
<PAGE>
SECURITY OWNERSHIP
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of July 24, 1998, by each person
known by the Company to own beneficially more than 5% of the outstanding
shares of the Company's Common Stock and as to the number of shares
beneficially owned by (i) each director of the Company, (ii) the Chief
Executive Officer and each of the four other current or former executive
officers of the Company named in the Summary Compensation Table under the
heading "Executive Compensation" (the "Named Executive Officers") and (iii)
all directors and executive officers as a group. The Company believes that,
unless otherwise noted, the persons listed below have sole investment and
voting power with respect to the Common Stock they own.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS(1) OF COMMON STOCK(2) PERCENT OF CLASS(3)
------------------- ------------------ -------------------
<S> <C> <C>
Employee Stock Ownership Plan.......... 1,282,632 7.3%
Ronald G. Brown........................ 942,878 5.4
Charles J. Hogarty(4).................. 281,619 1.6
Al A. Ronco(5)......................... 239,602 1.4
Kim D. Wood(6)......................... 162,165 *
John M. Palumbo(7)..................... 21,523 *
Timothy C. McQuay(8)................... 15,000 *
George E. Seebart(8)................... 15,000 *
Virgil K. Benton (9)................... --
Dresdner RCM Global Investors LLC(10).. 1,764,670 10.0
Four Embarcadero Center
San Francisco, California 94111
All directors and executive officers as
a group (9 persons)(11)............... 1,697,787 9.6
</TABLE>
- -------
* Less than one percent.
(1) The business address of each beneficial owner other than Dresdner RCM
Global Investors LLC, is 700 East Bonita Avenue, Pomona, California 91767.
(2) Each person has sole voting and investment power over the shares of Common
Stock shown as beneficially owned, subject to community property laws
where applicable.
(3) Shares of Common Stock which the person (or group) has the right to
acquire within 60 days after July 24, 1998 are deemed to be outstanding in
calculating the percentage ownership of the person (or group) but are not
deemed to be outstanding as to any other person (or group).
(4) Includes 56,820 shares held for the benefit of Mr. Hogarty by the
Company's Employee Stock Ownership Plan ("ESOP") and includes 10,000
shares issuable upon exercise of currently exercisable stock options under
the Stock Incentive Plan (the "Plan"). Excludes options to acquire 70,000
shares of Common Stock under the Plan, which are not exercisable within 60
days of July 24, 1998.
(5) Includes (i) 147,677 shares held by the Ronco Family Trust, (ii) 51,925
shares held for the benefit of Mr. Ronco by the ESOP and (iii) 40,000
shares issuable upon exercise of currently exercisable stock options or
options exercisable within 60 days of July 24, 1998. Excludes options to
acquire 25,000 shares of Common Stock under the Stock Incentive Plan,
which are not exercisable within 60 days of July 24, 1998.
(6) Includes 1,700 shares held by Mr. Wood as Trustee for Kristine and Kathryn
Wood pursuant to irrevocable trusts. Includes 10,000 shares subject to
options exercisable within 60 days of July 24, 1998 and excludes 55,000
shares subject to options which are not exercisable within 60 days of July
24, 1998.
(7) Excludes options to acquire 32,500 shares of Common Stock under the Plan,
which are not exercisable within 60 days of July 24, 1998, and includes
(i) 12,500 shares of Common Stock issuable upon exercise of currently
exercisable stock options under the Plan and (ii) 23 shares held for the
benefit of Mr. Palumbo by the ESOP.
(8) Consists of shares issuable upon the exercise of stock options granted
under the Plan to the named individual.
(9) Mr. Benton resigned as Chairman of the Board and Chief Executive Officer
of the Company in May 1997.
(10) Based upon information set forth in a Form 13 G/A filed with the
Securities and Exchange Commission on May 11, 1998. The holder has sole
voting power with respect to 1,446,770 shares, sole dispositive power
with respect to 1,706,670 shares and shared dispositive power with
respect to 58,000 shares.
(11) Excludes 232,500 shares subject to options which are not exercisable
within 60 days of July 24, 1998 and includes (i) 117,370 shares held for
the benefit of directors and executive officers by the ESOP and
(ii) 122,500 shares subject to options exercisable within 60 days of July
24, 1998.
2
<PAGE>
ELECTION OF DIRECTORS
NOMINEES
A board of five directors is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the Company's five nominees named below, all of whom are presently
directors of the Company. If any nominee of the Company is unable or declines
to serve as a director at the time of the Annual Meeting, the proxies will be
voted for the nominee designated by the present Board of Directors to fill the
vacancy. It is not expected that any nominee will be unable or will decline to
serve as a director. The term of office of each person elected as a director
will continue until the next Annual Meeting or until a successor has been
elected and qualified.
VOTE REQUIRED; RECOMMENDATION OF BOARD OF DIRECTORS
Shareholders are not entitled to cumulative voting in connection with the
election of directors. The five nominees receiving the highest number of
affirmative votes of the shares present in person or represented by a proxy, a
quorum being present, shall be elected as directors. For this purpose, the
votes cast are defined under California law to be the shares of the Company's
Common Stock represented and voting at the Annual Meeting. Votes that are
withheld from any nominee will be counted for purposes of determining the
presence or absence of a quorum, but have no legal effect under California
law. Only votes cast for a nominee will be counted, except that the
accompanying proxy will be voted for all nominees in the absence of an
instruction to the contrary. Abstentions, broker nonvotes and instructions on
the accompanying proxy to withhold authority to vote for one or more nominees
will result in the respective nominees receiving fewer votes. However, the
number of votes otherwise received by the nominee will not be reduced by such
action.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
THE NOMINEES LISTED BELOW:
INFORMATION CONCERNING NOMINEES
Set forth below is certain information with respect to the nominees standing
for election to the Board of Directors.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION WITH THE COMPANY SINCE
---- --- ------------------------- --------
<S> <C> <C> <C>
Ronald G. Brown 61 Chairman of the Board 1997
Charles J. Hogarty 57 President, Chief Executive Officer and a Director 1987
Al A. Ronco 62 Executive Vice President and a Director 1987
Timothy C. McQuay* 46 Director 1996
George E. Seebart* 69 Director 1996
</TABLE>
- --------
* Member of Audit and Compensation Committees
RONALD G. BROWN was elected a director of the Company upon completion of the
combination of the Company and North Star Plating Company ("North Star") in
March 1997 (the "North Star Merger"), pursuant to the terms of the Merger
Agreement as described below, and was elected as Chairman of the Board of
Directors in May 1997. Mr. Brown served as President of North Star from its
founding in 1968 until the North Star Merger, and he is currently the Vice
President--Manufacturing of North Star. From 1982 to the present, he has been
a member of the Board of Directors of First Bank N.A. of Brainerd, Minnesota,
an affiliate of North Star's primary bank lender.
CHARLES J. HOGARTY served as the President, Chief Operating Officer and a
director of the Company since 1987 and was appointed the Chief Executive
Officer of the Company in May 1997. From his joining the Company in 1960 until
1987, Mr. Hogarty held various positions, including salesman, sales manager,
general manager and regional manager. Mr. Hogarty served as a director of the
Aftermarket Body Parts Association from 1984 to 1993, President in 1989 and
Chairman in 1990.
3
<PAGE>
AL A. RONCO has served as the Executive Vice President and a director of the
Company since 1987 and as Secretary from 1987 until he resigned that position
in May 1997. Mr. Ronco has resigned his position as the Executive Vice
President of the Company effective August 21, 1998. From his joining the
Company in 1959 until 1987, Mr. Ronco held various positions, including
salesman, production manager, general manager and regional manager.
TIMOTHY C. MCQUAY was appointed a director of the Company upon the
completion of its initial public offering in June 1996. Mr. McQuay joined A.
G. Edwards & Sons, Inc. as a senior member of its Investment Banking
Department in July 1997, where he is currently a Managing Director. From
October 1994 to July 1997, Mr. McQuay was Managing Director--Corporate Finance
of Crowell, Weedon & Co. From May 1993 to October 1994, Mr. McQuay was Vice
President, Corporate Development with Kerr Group, Inc., a NYSE-listed plastics
manufacturing company. From May 1990 to May 1993, Mr. McQuay was Managing
Director--Merchant Banking with Union Bank. Mr. McQuay is a director of Meade
Instruments Corp., a publicly held company.
GEORGE E. SEEBART was appointed a director of the Company upon the
completion of its initial public offering in June 1996. From 1964 until his
retirement in 1993, Mr. Seebart was employed in various executive positions
with Farmers Group, Inc., including as Senior Vice President, Field Operations
and Vice President, Sales and Marketing. Additionally, from 1987 to 1993, Mr.
Seebart was President of Mid-Century Insurance Company, a subsidiary of
Farmers Group, Inc.
In connection with the North Star Merger, the Company agreed to use its best
efforts to maintain Ronald G. Brown as a member of the Board of Directors and
each of Messrs. Hogarty, Ronco and Palumbo (Vice President, Treasurer and
Chief Financial Officer) have agreed to vote all shares of the Company's
Common Stock as to which they have sole or shared voting power in favor of the
election of Mr. Brown as a member of the Board of Directors. Other than as
described above, there are no arrangements or understandings between any
director, or any nominee, or any other person pursuant to which such director
or nominee is or was nominated to serve as a director. There is no family
relationship among any directors or executive officers of the Company.
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of five meetings during the fiscal year
ended March 27, 1998 (the "Fiscal Year"). The Board of Directors has an Audit
Committee and a Compensation Committee, which met two and three times,
respectively, during the Fiscal Year. During the Fiscal Year, each director
attended at least 75% of the meetings of the Board of Directors held while he
was a director and of the Committees of the Board of Directors on which he
served.
The Audit Committee's functions include recommending to the Board of
Directors the engagement of the Company's independent auditors, reviewing and
approving the services performed by the independent auditors and reviewing and
evaluating the Company's accounting policies and internal accounting controls.
The Compensation Committee reviews and approves the compensation of officers
and key employees, including the granting of options under the Company's Stock
Incentive Plan. See "Report of Compensation Committee" attached hereto as
Annex "A."
DIRECTOR COMPENSATION
The Company compensates each director, who is not also an employee, at the
rate of $15,000 per year for all meetings of the Board of Directors and
committees thereof; and reimburses such person for all reasonable and
documented expenses incurred as a director. In addition, each non-employee
director, upon joining the Board of Directors, receives an option to purchase
10,000 shares of the Common Stock of the Company pursuant to the Stock
Incentive Plan. Each non-employee director also receives an option to purchase
5,000 shares of Common Stock for each year they are reelected as Directors.
Such options will have an exercise price equal to the market price of such
shares on the date of grant, will be immediately exercisable and will have a
term of ten years. The Board of Directors may modify such compensation in the
future.
4
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended March 27, 1998, Messrs. Seebart and McQuay
served on the Compensation Committee. Mr. McQuay was a Managing Director--
Corporate Finance of Crowell, Weedon & Co. ("Crowell Weedon") until he
resigned in July 1997 to join the investment banking department of A.G.
Edwards & Sons, Inc. ("A.G. Edwards"). Crowell Weedon was one of the
representatives of the underwriters of the Company's initial public offering
in June 1996 and was one of the underwriters of the Company's public offering
in June 1997. In addition, Crowell Weedon provided certain financial advisory
services to the Company in connection with the North Star Merger, for which it
received a fee. A. G. Edwards was one of the representatives of the
Underwiters of the Company's public offering in June 1997 and rendered a
fairness opinion in connection with the Company's acquisition of Republic in
June 1998, for which it received a fee.
REPORT OF COMPENSATION COMMITTEE
The Report of the Compensation Committee of the Board of Directors of the
Company, describing the compensation policies and rationale applicable to the
Company's executive officers with respect to compensation paid to such
executive officers for the fiscal year ended March 27, 1998, is attached to
this Proxy Statement as Annex "A."
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued by the
Company for services rendered in all capacities during each of the three
fiscal years ended March 27, 1998 to the Company's Chief Executive Officer and
the Company's four other most highly compensated executive officers at the end
of fiscal 1998 and to an executive officer of the Company who resigned prior
to the end of fiscal 1998 (the "Named Executives"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------- ------------
OTHER ANNUAL SECURITIES ALL OTHER
NAME AND PRINCIPAL COMPENSATION UNDERLYING COMPENSATION
POSITION YEAR SALARY($) BONUS($) ($)(1) OPTIONS (#) ($)(2)
------------------ ---- --------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Virgil K. Benton II(3).. 1998 $695,584 $ -- $5,180 -- $4,236
1997 295,000 142,345 20,718 -- 3,979
1996 425,000 182,744 20,718 -- 9,069
Charles J. Hogarty...... 1998 250,000 129,917 11,486 40,000 2,284
1997 250,000 122,010 11,616 -- 2,099
1996 145,000 214,395 11,616 -- 310
Al A. Ronco............. 1998 195,000 101,462 11,268 40,000 8,208
1997 185,000 101,675 11,640 -- 3,725
1996 125,000 187,787 11,640 -- 3,682
Ronald D. Brown (4)..... 1998 325,000 -- -- -- --
Kim D. Wood (4)......... 1998 175,000 90,979 6,180 40,000 5,390
John M. Palumbo(5)...... 1998 100,000 52,042 6,000 15,000 2,722
1997 97,500 -- 6,000 5,000 783
1996 3,958 -- -- -- --
</TABLE>
- --------
(1) Consists of automobile lease and related expenses.
(2) Consists of reimbursement of medical and dental expenses not covered by
insurance plans provided to employees generally.
(3) Mr. Benton resigned as Chairman of the Board and Chief Executive Officer
of the Company in May 1997 and the amount stated as salary represents the
payment of the remaining two years salary under Mr. Benton's employement
agreement. See "Certain Transactions."
(4) Mr. Brown was elected Chairman of the Board of Directors and Mr. Wood was
elected a Vice President of the Company in May 1997. Mr. Brown is also
Vice President--Manufacturing of North Star and Mr. Wood is the President
and Chief Operating Officer of North Star.
(5) Mr. Palumbo joined the Company in March 1996.
5
<PAGE>
In June 1996, the Company entered into employment agreements with Messrs.
Hogarty and Ronco, terminable by either party at the end of three years by
written notice, pursuant to which each such person is entitled to (i) receive
an annual base salary of $250,000 and $195,000, respectively, (ii) receive
such performance-based bonus, if any, as may be determined by the Board of
Directors, (iii) participate in all plans sponsored for executive officers in
general and (iv) receive the use of an automobile leased and maintained by the
Company. In the event the Company terminates employment before the end of the
stated term without cause or the individual terminates his employment for
specified causes, the Company is obligated to pay the base salary through the
stated term of the agreement. In the event the Company terminates employment
before the end of the stated term with cause or the individual resigns, the
Company is obligated to pay the base salary only through the date of
termination. For Fiscal 1999, Mr. Hogarty's and Mr. Ronco's base salary has
been increased to $265,000 and $210,000, respectively. In June 1998, in
connection with Mr. Ronco's announced intention to retire, the Board of
Directors accelerated the vesting on options to purchase 30,000 shares of
Common Stock exercisable at $15.75 per share effective August 21, 1998. Said
options were scheduled to vest at the rate of 10,000 shares each May 20.
Upon consummation of the North Star Merger, North Star entered into
employment agreements with Ronald G. Brown (Chairman of the Board of the
Company) and Kim D. Wood (Vice President of the Company and President and
Chief Operating Officer of North Star). Under a five-year employment
agreement, Mr. Brown is employed as the Vice President-Manufacturing of North
Star and is entitled to (i) receive an annual base salary for the 12 months
commencing March 1, 1997, 1998, 1999, 2000 and 2001 of $325,000, $300,000,
$275,000, $225,000 and $150,000, respectively, and (ii) participate in any
group health, medical reimbursement or dental plan sponsored by the Company or
North Star for executive officers in general. In the event North Star
terminates his employment before the end of the stated term with cause, or Mr.
Brown terminates his employment for specified causes, North Star is obligated
to pay the compensation described in clauses (i) and (ii) only through the
date of termination. In the event North Star terminates his employment before
the end of the stated term other than with cause, North Star is obligated to
pay such compensation through the stated term of the agreement. The agreement
further provides that Mr. Brown will not engage in any "competitive activity"
(as defined in the agreement) during the period commencing on the date of the
employment agreement and ending on the later to occur of the seventh
anniversary of such date or two years after the termination of his employment.
Under an employment agreement terminable by either party at the end of three
years by giving written notice, Mr. Wood is employed as the President and
Chief Operating Officer of North Star and is entitled to (i) receive an annual
base salary of $175,000, (ii) receive such performance-based bonus, if any, as
may be determined by the Board of Directors, (iii) participate in all plans
sponsored by North Star for employees in general and (iv) receive the use of
an automobile leased and maintained by North Star. In the event North Star
terminates his employment before the end of the stated term with cause, or Mr.
Wood terminates his employment for specified causes, North Star is obligated
to pay such compensation only through the date of termination. In the event
North Star terminates employment before the end of the stated term other than
with cause, North Star is obligated to pay such compensation through the
stated term of the agreement, but in no event for less than 12 months. The
agreement further provides that Mr. Wood will not engage in any "competitive
activity" (as defined in the agreement) during the 12-month period commencing
on the termination of his employment. For Fiscal 1999, Mr. Wood's base salary
has been increased to $190,000.
6
<PAGE>
The following table sets forth certain information with respect to options
granted under the Stock Incentive Plan during fiscal 1998 to the Named
Executives.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATE OF STOCK
PERCENTAGE OF TOTAL PRICE APPRECIATION
SHARES OF OPTIONS GRANTED FOR OPTION TERM
COMMON STOCK TO EMPLOYEES IN EXERCISE EXPIRATION ---------------------
NAME UNDERLYING OPTIONS FISCAL YEAR PRICE DATE 5% 10%
---- ------------------ ------------------- -------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Charles J. Hogarty...... 40,000(1) 17.2% $15.75 May 20, 2007 $ 396,270 $ 1,004,220
Al A. Ronco............. 40,000(1) 17.2 15.75 May 20, 2007 396,270 1,004,220
Kim D. Wood............. 40,000(1) 17.2 15.75 May 20, 2007 396,270 1,004,220
John M. Palumbo......... 15,000(1) 6.5 15.75 May 20, 2007 148,601 376,583
</TABLE>
- -------
(1) The options vest in four equal annual installments, with the first
installment having vested on April 14, 1998.
OPTION EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION EXERCISES IN LAST FISCAR YEAR
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
SHARES COMMON STOCK UNDERLYING VALUE OF UNEXERCISED
ACQUIRED UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
ON VALUE YEAR-END YEAR-END
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- -------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Charles J. Hogarty...... 0 0 0/40,000 0/$307,520
Al A. Ronco............. 0 0 0/40,000 0/307,520
Kim D. Wood............. 0 0 0/40,000 0/307,520
John M. Palumbo......... 0 0 11,250/8,750 86,490/67,270
</TABLE>
EMPLOYEE DEFINED BENEFIT PENSION PLAN
General. The Board of Directors adopted the Employee Defined Benefit Pension
Plan (the "Pension Plan"), originally effective as of April 1, 1978, for the
benefit of the eligible employees of the Company. Since the implementation of
the Pension Plan, the Company has amended the Pension Plan from time to time.
The primary purpose of the Pension Plan was to provide a retirement benefit
for participating employees who continue in the employ of the Company until
their retirement. Effective April 30, 1997, the Pension Plan was suspended
with no further benefits to accrue on behalf of any participant or beneficiary
and no further contributions, except as may be required for fiscal 1997 or by
law, to be made. It is anticipated that the Pension Plan will be terminated
within the next two years and that the termination will not have a material
adverse impact on the financial condition of the Company upon that event. The
Pension Plan has been replaced with the 401(k) Savings Plan described below.
Estimated Monthly Benefits. The following table sets forth the estimated
monthly benefit under the Pension Plan based on the current benefit structure.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
REMUNERATION YEARS OF SERVICE
- ------------ ----------------------------------
15 20 25 30 35
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
$125,000 $1,172 $1,563 $1,953 $2,344 $2,734
150,000 1,407 1,875 2,344 2,813 3,281
175,000 1,407 1,875 2,344 2,813 3,281
200,000 1,407 1,875 2,344 2,813 3,281
225,000 1,407 1,875 2,344 2,813 3,281
250,000 1,407 1,875 2,344 2,813 3,281
300,000 1,407 1,875 2,344 2,813 3,281
400,000 1,407 1,875 2,344 2,813 3,281
450,000 1,407 1,875 2,344 2,813 3,281
500,000 1,407 1,875 2,344 2,813 3,281
</TABLE>
7
<PAGE>
The compensation covered by the Pension Plan includes basic salary or wages,
overtime payments, bonuses, commissions and all other direct current
compensation, but does not include contributions by the Company to Social
Security, benefits from stock options (whether qualified or not),
contributions to this or any other retirement plans or programs, or the value
of any other fringe benefits provided at the expense of the Company. For
benefit calculation purposes, a "highest-five-year" average of compensation is
used. Benefits are paid as straight-life annuities with no subsidies or
offsets. The compensation covered by the Pension Plan for all of the Named
Executive Officers was limited to $150,000 in accordance with Section
401(a)(17) of the Internal Revenue Code of 1986, as amended.
The years of credited service for each Named Executive who participates in
the Pension Plan are as follows:
<TABLE>
<CAPTION>
NAME YEARS
---- -----
<S> <C>
Virgil K. Benton II................................................ 22
Charles J. Hogarty................................................. 38
Al A. Ronco........................................................ 39
John M. Palumbo.................................................... 2
</TABLE>
401(K) SAVINGS PLAN
Effective April 1, 1997, the Section 401(k) Savings Plan (the "Plan") in
effect at North Star was amended to make the Plan available to employees of
the Company. Pursuant to the amendment, the Company became the Plan sponsor
and North Star became an adopting employer. All employees of the Company as of
April 1, 1997, became participants in the Plan and the amendment had no affect
upon those persons who were employed at North Star on April 1, 1997. Persons
becoming employees of the Company subsequent to April 1, 1997 are not eligible
to participate until they complete one year of service and are at least 21
years of age.
Under the terms of the Plan, participants can contribute, by way of payroll
deductions, from 1% to 15% of their pre-tax compensation annually, subject to
certain legal limitations. The Plan also provides for a matching contribution
by the Company equal to 50% of the first 6% of a participant's contribution.
For purposes of determining the amount of contributions and matching
contributions to be allocated to a participant's account, compensation is
defined as the annual income amount reportable by the Company for federal
income tax purposes, including overtime, commissions and bonuses.
A participant is always 100% vested in his own Plan contributions. A
participant becomes 100% vested in the matching contributions allocated to his
account upon his attainment of early retirement age (age 55 and four years of
service), normal retirement age (age 65), disability while employed by the
Company, his death while employed by the Company or the termination or
complete discontinuance of contributions to the Plan.
If a participant terminates employment with the Company for any other
reason, a participant vests 25% in his benefits after one year of service, and
25% each year thereafter, with 100% vesting after four or more years of
service.
EMPLOYEE STOCK OWNERSHIP PLAN
General. The Board of Directors adopted the Employee Stock Ownership Plan
(the "ESOP"), originally effective as of April 1, 1975, for the benefit of the
eligible employees of the Company. Since the implementation of the ESOP, the
Company has amended the ESOP from time to time. In September 1997, the Board
of Directors amended the ESOP to freeze eligibility, service and benefit
accruals and in March 1997, the Board of Directors amended the ESOP to
terminate the ESOP as of March 31, 1998.
CERTAIN TRANSACTIONS
The Company has entered into three lease agreements with two partnerships
whose partners include certain of the Company's directors and officers and two
lease agreements with a corporation which is owned by a family member of a
former officer and director of the Company. In addition, as a result of the
North Star Merger, the Company is a party to four leases with partnerships
whose partners include persons, or their spouses, who are currently officers
or directors of the Company. The Company believes that the terms and
conditions of such leases with affiliated parties are no less favorable to the
Company than could have been obtained from unaffiliated parties in arm's
length transactions at the time such leases were entered into.
8
<PAGE>
The Company entered into a lease dated January 5, 1995, with V-JAC
Properties, Ltd. for an 8,000 square feet warehouse facility in Ontario,
California, with a lease term of three years (with an option to renew the
lease for an additional three years on the same terms and conditions), for a
monthly rent of $3,494. This lease was extended for an additional five years
on the same terms by unanimous vote of the disinterested directors in February
1998. V-JAC Properties, Ltd. is a partnership whose interests are held equally
by Virgil K. Benton, Sr., and John G. Jordan, each of whom is a co-founder of
the Company, and Al A. Ronco and Charles J. Hogarty, who are currently
directors and executive officers of the Company.
The Company has also entered into a lease dated January 5, 1995, with V-JAC
Properties, Ltd. for a 10,000 square feet warehouse facility in Palmyra, New
Jersey, with a lease term of three years (with an option to renew the lease
for an additional three years on the same terms and conditions), for a monthly
rent of $2,985. This lease was extended for an additional five years with a 5%
increase in the monthly rent by the unanimous vote of the disinterested
directors in February 1998.
The Company entered into a lease dated January 5, 1995, with B-J Properties,
Ltd. for a 25,000 square feet warehouse facility in St. Louis, Missouri, with
a lease term of three years (with an option to renew the lease for an
additional three years on the same terms and conditions), for a monthly rent
of $5,067. B-J Properties, Ltd. is a partnership whose interests are held
61.75% by Virgil K. Benton, Sr. and 38.25% by John G. Jordan, the Company's
co-founders, both of whom retired as directors effective March 31, 1996.
The Company entered into a lease dated April 1, 1995, with Benton Real
Properties, Inc. relating to approximately 24,082 square feet in Ontario,
California, with a lease term of five years, for a monthly rent of $6,088 in
the first year of the lease, increasing to $6,271, $6,549, $6,653 and $6,853,
respectively, in each year thereafter. In January 1996, the Company exercised
a five-year lease option expiring December 31, 2000, with respect to a lease
dated January 1, 1991, with Benton Real Properties, Inc. relating to
approximately 20,000 square feet in Ontario, California for a monthly rent of
$5,634 in the first year of the lease, increasing to $5,803, $5,977, $6,157
and $6,341, respectively, in each year thereafter. Benton Real Properties,
Inc. is wholly owned by Bertha Benton, the mother of Virgil Benton II. Mr.
Benton resigned as the Company's Chief Executive Officer and a director in May
1997.
On January 1, 1995, North Star entered into a ten-year lease agreement with
a partnership owned by the spouses of Ronald G. Brown and Kim D. Wood to lease
property occupied by North Star's East Peoria, Illinois service center. The
initial base rent under the lease was $6,975 per month, which is subject to
increase on each anniversary of the lease term by the percentage increase in
the Consumer Price Index during the preceding year. In addition to the base
rent, North Star pays real estate taxes, maintenance, utilities and insurance
costs associated with the property.
On January 1, 1995, North Star entered a ten-year lease agreement with a
partnership owned by the spouse of Raymond Wood, a former shareholder, officer
and director of North Star, and the spouse of Ronald G. Brown to lease the
property occupied by North Star's Brainerd, Minnesota chrome bumper plating
center. The initial base rent under the lease was $21,300 per month, which is
subject to increase on each anniversary of the lease term by the percentage
increase in the Consumer Price Index during the preceding year. In addition to
the base rent, North Star pays real estate taxes, maintenance, utilities and
insurance costs associated with the property. Pursuant to the lease agreement,
North Star is responsible for certain occurrences on the premises, including
any environmental contamination.
On January 1, 1995, North Star entered into a ten-year lease agreement with
a partnership owned by Kim D. Wood and Richard Monson, the general manager of
North Star's Brainerd, Minnesota chrome bumper manufacturing and recycling
center to lease the property occupied by North Star's St. Cloud, Minnesota
service center. The initial base rent under the lease was $5,000 per month,
which is subject to increase on each anniversary of the lease term by the
percentage increase in the Consumer Price Index during the preceding year. In
addition to the base rent, North Star pays real estate taxes, maintenance,
utilities and insurance costs associated with the property.
9
<PAGE>
On May 20, 1996, North Star entered into a ten-year lease agreement with a
partnership owned by the spouses of Ronald G. Brown and Kim D. Wood and the
Brown Family Limited Partnership to lease property occupied by North Star's
headquarters and Minneapolis, Minnesota service center hub. The initial base
rent under the lease was $12,000 per month, which is subject to increase on
the anniversary of the lease term by the percentage increase in the Consumer
Price Index during the preceding year. In addition to the base rent, North
Star pays real estate taxes, maintenance utilities and insurance costs
associated with the property. In an amendment to the lease dated September 23,
1996, the partnership agreed to construct a 37,260 square foot addition to the
existing building. North Star began occupying the addition in January 1997
and, accordingly, the base rent increased to $25,627 per month.
In May 1997, Virgil K. Benton II resigned as the Chairman of the Board,
Chief Executive Officer and director of the Company. In connection with his
resignation, the Company and Mr. Benton entered into a Resignation Agreement
and General Release, pursuant to which the Company (i) paid Mr. Benton cash
and properties having a value of approximately $700,000, representing its
obligations to Mr. Benton under the remaining two years of his employment
agreement; (ii) agreed to register Mr. Benton's and certain related and
affiliated persons' shares for sale in the Company's 1997 public offering; and
(iii) granted Mr. Benton a piggyback registration right in the event less than
one million of the shares of Common Stock were sold in the 1997 public
offering. Pursuant thereto, Mr. Benton and certain of his relatives and
affiliates disposed of their holdings in the Company in the Company's public
offering in June 1997.
STOCK PRICE PERFORMANCE GRAPH
Set forth below is a line graph comparing the annual percentage change in
the cumulative return to the shareholders of the Company's Common Stock with
the cumulative return of the NASDAQ Stock Market (US Companies) Index and the
following group of peer companies (the "Peer Group"): Autozone, Inc., Discount
Auto Parts, Inc., Finishmaster, Inc., Genuine Parts Co., O'Reilly Automotive,
Inc., Pep Boys--Manny, Moe & Jack, Republic Automotive Parts, Inc., and Trak
Auto Corp. for the period commencing with June 21, 1996, the date the
Company's Common Stock began trading on the NASDAQ National Market and ending
March 27, 1998. The information contained in the performance graph shall not
be deemed "soliciting material" or to be "filed" with the Securities and
Exchange Commission, nor shall such information be incorporated by reference
into any future filing under the Securities Act or Exchange Act, except to the
extent that the Company specifically incorporates it by reference into such
filing. The stock price performance on the following graph is not necessarily
indicative of future stock price performance. The graph assumes that the value
of the investment in the Company's Common Stock, the NASDAQ Market Index and
the peer group of companies was each $100 on June 21, 1996 and that all
dividends were reinvested.
10
<PAGE>
COMPARISON OF 21 MONTH CUMULATIVE TOTAL RETURN
AMONG KEYSTONE AUTOMOTIVE INDUSTRIES, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND A PEER GROUP
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period KEYSTONE AUTOMOTIVE NASDAQ STOCK
(Fiscal Year Covered) INDUSTRIES, INC. MARKET (U.S.) PEER GROUP
- ------------------- ------------------- ------------- ----------
<S> <C> <C> <C>
Measurement Pt- 6/21/96 $100 $100 $100
FYE 3/28/97 $168 $106 $ 86
FYE 3/27/98 $253 $156 $105
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Executive officers, directors, and greater-than-ten percent
shareholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file. Based solely on its review of the
copies of such forms received by it and written representations from certain
reporting persons that they have complied with the relevant filing
requirements, the Company believes that, during the fiscal year ended March
27, 1998, all relevant Section 16(a) filing requirements were complied with.
11
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Ernst & Young LLP, independent
accountants, to audit the financial statements of the Company for the 1999
fiscal year. This nomination is being presented to the shareholders for
ratification at the Annual Meeting. Ernst & Young LLP has audited the
Company's financial statements since the fiscal year ended in March 1977. A
representative of Ernst & Young LLP is expected to be present at the meeting,
will have the opportunity to make a statement and is expected to be available
to respond to appropriate questions.
VOTE REQUIRED, RECOMMENDATION OF BOARD OF DIRECTORS
The affirmative vote of a majority of the votes cast on the proposal at the
Annual Meeting is required to ratify the Board's selection. If the
shareholders reject the nomination, the Board will reconsider its selection.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR" THE
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR THE 1999 FISCAL YEAR.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholders are advised that any shareholder proposal, including
nominations to the Board of Directors, intended for consideration at the 1999
Annual Meeting must be received by the Company on or before May 5, 1999 to be
included in the proxy materials for the 1999 Annual Meeting. It is recommended
that shareholders submitting proposals direct them to the Company, c/o James
C. Lockwood, Secretary of the Company, and utilize certified mail, return-
receipt requested in order to ensure timely delivery.
OTHER MATTERS
The Board of Directors knows of no matter to come before the Annual Meeting
other than as specified herein. If other business should, however, be properly
brought before such meeting, the persons voting the proxies will vote them in
accordance with their best judgment.
THE SHAREHOLDERS ARE URGED TO COMPLETE, SIGN, AND RETURN PROMPTLY THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE.
/s/ James C. Lockwood
James C. Lockwood
Secretary
July 31, 1998
12
<PAGE>
ANNEX "A"
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The following report of the Compensation Committee to the Board of Directors
shall not be deemed to be incorporated by reference into any filing by the
Company under either the Securities Act of 1933, as amended ("Securities Act")
or the Securities Exchange Act of 1934, as amended ("Exchange Act") that
incorporates future Securities Act or Exchange Act filings in whole or in part
by reference.
GENERAL
The Compensation Committee of the Board of Directors (the "Committee") is
responsible for establishing and administering the policies that govern
executive compensation and benefit practices. All decisions of the Committee
are subject to the approval of the Company's Board of Directors. The
compensation committee of the Board of Directors is currently comprised of
Messrs. McQuay and Seebart.
During the fiscal year ended March 27, 1998, all of the executive officers
of the Company with the exception of Mr. Palumbo and two other executive
officers (who are not Named Executives) had written employment agreements
adopted before the Company's initial public offering in June 1996. In addition
to fixing base compensation, these agreements fixed the bonuses for the last
fiscal year. Consequently, the Committee took no action with respect to the
salaries and bonuses paid to those individuals during the last fiscal year.
Bonuses for the current fiscal year are not fixed by agreement and will be
determined by the Board of Directors upon recommendation from the Committee.
Increases in salaries for fiscal 1999, for executive officers with employment
agreements, were fixed by the Committee after considering the performance of
the Company and its increase in size as well as the contribution of the
executive officer. Salaries for the executive officers who did not have
employment agreements were recommended by management and approved by the
Committee.
COMPENSATION PHILOSOPHY
The Company's executive compensation program is designed to (1) provide
levels of compensation that integrate pay and incentive plans with the
Company's strategic goals, so as to align the interest of executive management
with the long-term interests of the Company's shareholders, (2) attract,
motivate and retain executive talent capable of achieving the strategic
business goals of the Company and (3) recognize outstanding individual
contributions. The Company's executive compensation program consists of three
main elements: base salary, annual cash bonus and long-term incentives.
BASE SALARY
Base salaries for executive officers (including raises for those persons
with employment agreements) are determined on an annual basis by evaluating
each executive officer's position, duties, responsibilities, tenure,
performance and potential contributions to the Company. The Company also
provides its chief executive officer and other executive officers medical,
dental, and other customary employee benefits.
ANNUAL CASH BONUSES
Certain key executive officers of the Company, including the Chief Executive
Officer, participate in an annual bonus pool, the amount of which is
determined with reference to the Company's pre-tax profit margin for the
fiscal year. Bonuses are limited in amount to 100% of base compensation. The
other executive officers are eligible for an incentive bonus at the discretion
of the Committee and the Board of Directors, the amount of which will be
determined subjectively, taking into account factors such as the financial
performance of the Company, achievement of corporate goals and individual
performance.
13
<PAGE>
LONG-TERM INCENTIVES
The Committee provides the Company's executive officers with long-term
incentive compensation through grants of stock options under the Stock
Incentive Plan. The Committee is responsible for selecting the executive
officers to whom grants should be made, the time of grants, the determination
of the per share exercise price and the number of shares subject to each
option awarded. The Committee believes that stock options provide the
Company's executive officers with the opportunity to purchase and maintain an
equity interest in the Company and to share in the appreciation of the value
of the Common Stock. The Committee believes that stock options directly
motivate an executive to maximize long-term shareholder value. The options
incorporate vesting periods in order to encourage key employees to continue in
the employ of the Company. All options granted in fiscal 1998 were granted at
the fair market value of the Company's Common Stock on the date of the grant.
SUMMARY
The Compensation Committee believes that its executive compensation
philosophy of paying its executive officers by means of base salaries, annual
cash bonuses and long-term incentives, as described in this Report, is in the
best interests of the Company and its shareholders.
COMPENSATION COMMITTEE:
Timothy C. McQuay
George E. Seebart
14
<PAGE>
PROXY KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
700 EAST BONITA AVENUE
POMONA, CALIFORNIA 91767
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Charles J. Hogarty, Al A. Ronco and John M.
Palumbo, and each of them, the attorneys and proxies of the undersigned with
full powers of substitution to vote as indicated herein, all of the common
stock ("Keystone Common Stock"), no par value, of Keystone Automotive
Industries, Inc. ("Keystone") held of record by the undersigned at the close of
business on July 24, 1998, at the Annual Meeting of Keystone Stockholders to be
held on August 31, 1998, at 10:00 a.m., Pacific Daylight Savings Time at the
Sheraton Fairplex, 601 West McKinley Avenue, Pomona, California 91768, or at
any postponements or adjournments thereof, with all the powers the undersigned
would possess if then and there personally present.
THIS PROXY WILL BE VOTED AS DIRECTED BELOW. WHEN NO CHOICE IS INDICATED, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR THE APPROVAL
OF PROPOSAL 2. In their discretion, the proxy holders are authorized to vote
upon such other business as may properly come before the Meeting or any
adjournments or postponements thereof.
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE
PLEASE MARK YOUR CHOICE LIKE THIS [X] IN BLACK OR BLUE INK.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR ALL NOMINEES LISTING IN PROPOSAL 1 AND FOR PROPOSAL 2.
1. ELECTION OF [_] FOR all [_] WITHHOLD
DIRECTORS nominees listed AUTHORITY to
below (except as vote for all
marked to the nominees listed
contrary) below.
Vote withheld from the following nominees:
[_] Ronald G. Brown [_] Timothy C. McQuay
[_] Charles J. Hogarty [_] George E. Seebart
[_] Al A. Ronco
2. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG [_] FOR [_] AGAINST [_] ABSTAIN
LLP AS INDEPENDENT ACCOUNTANTS
THIS PROXY IS CONTINUED ON THE REVERSE SIDE. PLEASE DATE, SIGN AND RETURN
PROMPTLY.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT OF KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
(Signature should be exactly
as name or names appear on
this proxy. If stock is held
jointly each holder should
sign. If signature is by
attorney, executor,
administrator, trustee or
guardian, please give full
title.)
Dated: _________________ , 1998
-------------------------------
Signature
-------------------------------
Signature if held jointly
I plan to attend the meeting:
Yes [_] No [_]
